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1 PRELIMINARY FINAL TERMS DATED 31 August 2015 Series No. DDBO GTM 2448 Tranche No. 1 DANSKE BANK A/S EUR 5,000,000,000 Structured Note Programme Issue of EUR [TBD] DDBO GTM 2448 KO High Yield Europa EUR Any person making or intending to make an offer of the Notes may only do so: (i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 7 (Terms and Conditions of the Offer) of Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or (ii) otherwise, in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 23 June 2015 and the Supplement No. 1 dated 30 July 2015 which together constitute a base prospectus (the Base Prospectus )for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Base Prospectus. A Summary of the Notes (which comprises the Summary in the Base Prospectus, as amended to reflect the provisions of this Final Terms), is annexed to this Final Terms. The Base Prospectus and this Final Terms is available for viewing at and copies may be obtained from the Central Bank of Ireland s website at 1. Issuer: Danske Bank A/S 2. (i) Series Number: DDBO GTM 2448 EUR 1

8 per. cent)per cent. per annum payable annually in arrear (ii) Interest Period Date(s): 20 June 2016, 20 June 2017 and 20 June No Adjustment (iii) Interest Payment Date(s): 9 July 2016, 9 July 2017 and 9 July 2018 (iv) Accrual: Applicable (A) Day Count Fraction: 30/ Variable Rate Note Provisions Applicable. Interest will accrue on the basis specified below in respect of the Interest Periods falling during the period from (and including) 20 June 2018 to (but excluding) 20 June 2022 (i) Type of Variable Rate Notes: The Notes are: Floating Rate Notes (ii) Specified Period: (iii) Interest Period Date(s): 20 June 2019, 20 June 2020, 20 June 2021 and 20 June No Adjustment. (iv) Interest Payment Dates: 9 July 2019, 9 July 2020, 9 July 2021 and 9 July 2022 (v) Interest Determination Date(s): The second TARGET Settlement Day prior to the start of each Interest Period (vi) Linear Interpolation: (vii) Day Count Fraction: 30/ Provisions for specific types of Variable Rate Notes Applicable. Interest will accrue on the basis specified below for the Interest Periods specified below (i) Floating Rate Note Provisions: Applicable in respect of the Interest Periods falling during the period from (and including) 20 June 2018 to (but excluding) 20 June (A) Leverage: (B) Margin: [INDICATIVELY 3.50 per. cent] (to be confirmed by the Issuer no later than on the Issue Date, not lower than 2.50 per. cent) 27. Reference Item-Linked Interest Provisions 28. Zero Coupon Note Provisions 29. Credit-Linked Interest Provisions Applicable 8

9 (i) Accrual of Interest upon Credit Event: (ii) Portfolio Linked Interest Adjustment: Applicable (iii) Credit Event Observation Dates: 20 June 2016, 20 June 2017, 20 June 2018, 20 June 2019, 20 JuneJune 2020, 20 June 2021 and 20 June PROVISIONS RELATING TO REDEMPTION 30. Call Option 31. Put Option 32. Early Redemption (i) Early redemption for tax reasons: Applicable (ii) Notice Period relating to early redemption for tax reasons: Minimum Period: 15 days (iii) (iv) Early Redemption Amount payable (a) on redemption for taxation reasons or (b) on an illegality or (c) on an Event of Default or (d) in the case of Reference Item-Linked Notes, following an early redemption pursuant to the provisions of the relevant Reference Item Schedule: Early Redemption Amount includes amount in respect of interest: Maximum Period: Not applicable As set out in the General Conditions Yes: no additional amount in respect of interest to be paid 33. Autocall Early Redemption: 34. Final Redemption Amount Subject as provided in Redemption Payout Condition 2 (Redemption in respect of Credit-Linked Notes), EUR 1,000 per Calculation Amount. 35. FX Principal Conversion: 36. Reference Item-Linked Redemption Provisions 37. Redemption Valuation Provisions (i) Initial valuation to determine 9

10 [Reference Item Initial i /Reference Item TOM Initial t,i ]: (ii) Final Valuation to determine [Reference Item Final i / Reference Item TOM Final t,i ]: (iii) Periodic Valuation: (iv) Continuous Valuation: (v) Daily Valuation: (vi) FX valuation: GENERAL PROVISIONS APPLICABLE TO THE NOTES 38. Form of Notes: VP Systems Notes issued in uncertificated and dematerialised book entry form. See further item 6 of Part B below 39. New Global Note form: 40. Applicable Business Centre(s): London and Helsinki 41. Business Day Convention: Following Business Day Convention 42. Applicable Financial Centre(s) or other special provisions relating to Payment Business Days: Helsinki 43. Notices to be published on: On the homepage of Danske Bank Oyj or as specified in General Condition 15 (Notices) 44. Talons for future Coupons to be attached to Definitive Notes: No 45. Name and address of the Calculation Agent: Danske Bank A/S, Holmens Kanal 2-12, 1092 Copenhagen K, Denmark Signed on behalf of the Issuer: By: Duly authorised By: Duly authorised CC: Citibank, N.A., London Branch as Fiscal Agent 10

11 PART B - OTHER INFORMATION 1. Listing and Admission to Trading (i) Listing: The Official List of the Irish Stock Exchange plc (ii) Admission to trading: Application will be made for the Notes to be admitted to trading on the regulated market of the Irish Stock Exchange plc (iii) Estimate of total expenses related to admission to trading: (iv) Market Making: 2. Interests of Natural and Legal Persons involved in the Issue Save as discussed in the Subscription and Sale section of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 3. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (i) Reasons for the offer: As set out in the Use of Proceeds in the Base Prospectus 4. Yield (Fixed Rate Notes only) Indication of yield: 5. Information relating to Reference Entity, explanation of effect on value of investment and associated risks and other information concerning the Reference Entity: (Credit-Linked Notes only) The return on the Notes is linked to the credit risk and the financial obligations of the underlying Reference Entities (which shall include any Successors thereof). The creditworthiness of the Reference Entities may go down as well as up throughout the life of the Notes. Fluctuations in the credit spreads of the Reference Entities will affect the value of the Notes. Details of the past performance of the entities comprising the Markit itraxx Europe Crossover Series 23 Index, which determined the initial Reference Entities as mentioned in the Table hereto, can be found on the website address and more specifically under Products & Services and Indices. Information on the Index is available on Bloomberg information system (Bloomberg code: ITRX XOVER CDSI S23 7Y Corp). Specific information on an individual Reference Entity can be found on the official websites of such Reference Entity and in financial reports (if any) from credit rating agencies such as Fitch, 11

12 Inc (www.fitchratings.com), Standard & Poor s Financial Services LLC (a subsidiary of The McGraw-Hill Companies, Inc) (www.standardandpoors.com) or Moody s Investors Services (www.moodys.com) published in relation to such Reference Entity. 6. Operational Information: ISIN Code: FI Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): [TBD] The Issuer shall be entitled to obtain certain information from the register maintained by Euroclear Finland for the purpose of performing its obligations under the issue of VP Systems Notes Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment 7. Distribution (i) Name and address of Dealer: Danske Bank Oyj, Hiililaiturinkuja 2, Helsinki, Finland (ii) Total commission and concession: The Authorised Offeror will be paid aggregate commissions equal to no more than 0,86 per cent per annum, and expenses may be charged, but no more than 2 per cent of the principal amount of the Notes (iii) TEFRA Rules: In addition to the commission above, the Issuer is charging an arranger fee that is included in the investment amount. The arranger fee, that is calculated on an annual basis, is expected to be maximum 0,15 % per year (provided that the Notes are kept until the Maturity Date). 12

13 (iv) Non-exempt Offer where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus: Applicable (v) Non-exempt Offer Jurisdictions: Finland (vi) Offer Period: The period between 4 September 2015 and 14 October 2015 (vii) Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: 8. Terms and Conditions of the Offer: Offer Price: Conditions to which the offer is subject: Issue Price The Issuer reserves the right to cancel, in the sole and absolute discretion of the issuer, the Issue of the Notes if (i) the Issuer receives subscriptions for Notes on an Aggregate Principal Amount of less than EUR 1,000,000, or (ii) the Issuer does not determine the Rate of Interest to be at least 4.00 per cent. and 3 Month EURIBOR + 2.5% respectively per annum. Further, the Issuer has the right to cancel the offer and the subsequent issue of the Notes if in the sole and absolute discretion of the Issue, during the Offer Period, there is a domestic or international material change in interest levels and/or the volatility in the underlying equities, an economic, financial, political or market related material change, which in the sole and absolute discretion of the Issuer makes the offering of Notes inexpedient. Description of the application process: Details of the minimum and/or maximum amount of application]: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: During the Offer Period prospective investors may subscribe to the Notes during normal banking hours in Finland. The Notes may be subscribed in a minimum lot of one Note. There is no maximum amount of application. 13

14 Details of the method and time limits for paying up and delivering the Notes:] The Notes will be made available on a delivery versus payment basis. The Issuer expects that the Notes will be delivered to the investors respective book-entry securities account on or about the time of the Issue Date. Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: After the Offer Period the results of the offer will be specified in the applicable Final Terms that will be published on the homepage of Danske Bank on or about the Issue Date. Subscription fee or purchases fees up to 2.00 per cent being specified that the Authorised Offeror can waive such fees. 14

15 SECTION A- SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for the Notes and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A - Introduction and Warnings Element A.1 This summary should be read as an introduction to the Base Prospectus and the relevant Final Terms. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the relevant Final Terms. Where a claim relating to information contained in the Base Prospectus and the relevant Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the relevant Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the relevant Final Terms, it does not provide, when read together with the other parts of the Base Prospectus and the relevant Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes. A.2 The Notes may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a Non-exempt Offer ). Consent: Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of Notes by Garantum Fondkomission AB (the Authorised Offerors ). Offer period: The Issuer s consent referred to above is given for Non-exempt Offers of Notes during 4 September 2015 to (and including) 14 October 2015 (the Offer Period ). 15

16 Conditions to consent: The conditions to the Issuer s consent are that such consent (a) is only valid during the Offer Period; and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in Finland. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. Section B Issuer Element Title B.1 Legal and Commercial Name B.2 Domicile/ Legal Form/ Legislation/ Country of Incorporation Danske Bank A/S (the Issuer ). The Issuer was founded in Denmark and incorporated on 5 October The Issuer is a commercial bank with limited liability and carries on business under the Danish Financial Business Act. The Issuer is registered with the Danish Commerce and Companies Agency and the Danish corporate registration number is B.4b Known trends affecting the Issuer and the industries in which it operates - There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer s prospects for its current financial year. B.5 Description of the Group The Issuer is the parent company of the Danske Bank Group (the Group ). The Issuer is an international retail bank that operates in 15 countries with a focus on the Nordic region and with larger retail banking operations in Northern Ireland, Estonia, Latvia and Lithuania. B.9 Profit forecast or estimate B.10 Qualifications to audit report - No profit forecast or estimates have been made in this Base Prospectus. - No qualifications are contained in any audit report incorporated by reference in the Base Prospectus. 16

18 Profit before tax, non-core 30 (794) Profit before tax 12,176 8,715 Tax 2,757 1,791 Net profit for the period 9,419 6,924 Balance sheet: Loan and advances 1,601,060 1,566,498 Trading portfolio assets 596, ,500 Assets in Non-core 30,326 36,107 Other assets 1,224, ,380 Total assets 3,452,213 3,273,485 Deposits 839, ,571 Bonds issued by Realkredit Danmark 691, ,068 Trading portfolio liabilities 485, ,457 Liabilities in non-core 6,065 8,505 Other liabilities 1,269,021 1,290,746 Total liabilities 3,292,158 3,118,347 Additional tier 1 etc. 11,340 5,668 Shareholders equity 148, ,470 Statement of no material adverse change Description of significant changes to financial or trading position B.13 Recent events materially relevant to an evaluation of the Issuer s solvency There has been no material adverse change in the prospects of the Issuer since 31 December 2014, the last day of the financial period in respect of which the most recently audited financial statements of the Issuer have been prepared. There has been no significant change in the financial position of the Issuer or of the Issuer and its subsidiaries taken as a whole since 30 June 2015, the last day of the financial period in respect of which the most recent financial statements of the Issuer have been prepared. - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency. 1 By virtue of the Prospectus Supplement No. 1 dated 30 July 2015, changes have been made to the financial figures for 2014 as presented in note 1 to the Interim report - first half By virtue of the Prospectus Supplement No. 1 dated 30 July 2015, changes have been made to the financial figures for 2014 as presented in note 1 to the Interim report - first half

19 B.14 Dependence on other entities within the Group B.15 Principal activities B.16 Controlling shareholders See Element B.5. The Issuer is not dependent on any other entities within the Group. The Group is the leading financial service provider in Denmark and one of the largest in the Nordic region measured by total assets as at 31 December 2014 (Source: Finansrådet (Danish Bankers Association)). The Group offers its customers in Denmark and in its other markets a broad range of services that, depending on the market, include services in banking, mortgage finance, insurance, trading, leasing, real estate agency and investment management. The Group has a leading market position in Denmark and is one of the larger banks in Northern Ireland and Finland. The Group also has significant operations in its other main markets of Sweden, Norway and the Baltics. The Issuer is not aware of any shareholder or group of connected shareholders who directly or indirectly control the Issuer. B.17 (Applicable for Annexes V and XIII) Credit ratings assigned to the Issuer As at the date of the Base Prospectus, as supplemented, the Issuer has been rated by the following rating agencies: Moody s Investors Service Ltd. ( Moody s ), Standard & Poor s Credit Market Services Europe Limited ( S&P ) and Fitch Ratings Ltd ( Fitch ). The Issuer ratings are as follows: Moody s S&P Fitch senior unsubordinated long-term debt/long-term Issuer default rating senior unsubordinated short-term debt/short-term Issuer default rating A2 A A P-1 A-1 F1 Each of Moody s, S&P and Fitch is established in the European Union (the EU ) and is registered under Regulation (EC) No. 1060/2009 (as amended). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. No ratings have been or are expected to be assigned to the Notes at the request of or with the co-operation of the Issuer in the rating process. 19

20 Section C Notes Element Title C.1 Description of Notes/ISIN The Notes are Credit-Linked Notes. The Series number is DDBO GTM The Tranche number is 1. The International Securities Identification Number (ISIN) is FI The Common Code is The calculation amount ( CA ) is EUR 1,000. C.2 Currency The Notes are denominated in EUR and the specified currency for payments in respect of the Notes is EUR. C.5 Restrictions on the free transferability of the Notes Transfers of Notes may be effected only through the book entry system and register maintained by the Euroclear Finland. The Notes will be freely transferable, subject to the offering and selling restrictions of the United States, the European Economic Area, the United Kingdom, Denmark, Finland, Norway and Sweden and the laws of any jurisdiction in which the Notes are offered or sold. C.8 Rights attached to the Notes, including ranking and limitations on those rights The Notes have terms and conditions relating to, among other matters: Ranking The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer, present and future save for certain mandatory exceptions provided by law, including those required as a result of the BRRD being implemented into Danish law. Taxation The Issuer shall not be liable for or otherwise obliged to pay any taxes which may arise in respect of the Notes and all payments made by the Issuer shall be made subject to any such taxes. Negative pledge and cross default The terms of the Notes will not have the benefit of a negative pledge or a 20

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